SC TO-I
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
The Goodyear Tire &
Rubber Company
(Name of Subject Company
(Issuer) and Filing Person (Offeror))
4.00% CONVERTIBLE SENIOR
NOTES DUE JUNE 15, 2034
(Title of Class of
Securities)
382550AQ4 and 382550AR2
(CUSIP Number of Class of
Securities)
C. Thomas Harvie, Esq.
Senior Vice President, General Counsel
and Secretary
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio
44316-0001
(330) 796-2121
(Name, address and telephone
number of person authorized to receive notices and
communications on behalf of filing person)
Copies to:
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David A. Rosinus, Esq.
Covington & Burling LLP
620 Eighth Avenue
New York, NY 10018
(212) 841-1000
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Stephen L. Burns, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$783,158,352
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$24,043
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* |
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Estimated solely for the purpose of determining the amount of
the filing fee and based on (a) the product of
(i) $2,306.63, which was the only reported price of the
4.00% Convertible Senior Notes due June 15, 2034 in
secondary market transactions on October 30, 2007, and
(ii) the quotient of (x) $349,798,000, the aggregate
principal amount at maturity of convertible notes which are
sought for exchange, and (y) $1,000, less
(b) $23,696,208, the maximum aggregate amount of cash to be
paid by us pursuant to the exchange offer, assuming that the
exchange offer is fully subscribed by holders of the convertible
notes (including payment of accrued interest of $6,801,628). |
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** |
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The amount of the filing fee calculated in accordance with Rule
0-11(a)(2) of the Securities Exchange Act of 1934, as amended,
by multiplying .0000307 by the aggregate transaction value. |
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing. |
Amount Previously Paid: $24,043
Form or Registration
No.: Form S-4
Filing Party: The Goodyear Tire & Rubber
Company
Date Filed: November 6, 2007
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions
to which the statement relates:
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third-party tender offer subject to
Rule 14d-1. |
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issuer tender offer subject to
Rule 13e-4. |
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going-private transaction subject to
Rule 13e-3. |
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amendment to Schedule 13D under
Rule 13d-2. |
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to an
offer (the “Exchange Offer”) by The Goodyear
Tire & Rubber Company, an Ohio corporation
(“Goodyear” or the “Company”), to exchange,
for each $1,000 principal amount of the Company’s
4.00% Convertible Senior Notes due June 15, 2034 (the
“Convertible Notes”), (i) 83.0703 shares of
the Company’s common stock, (ii) a cash payment of
$48.30, and (iii) accrued and unpaid interest to, but
excluding, the exchange date, which is expected to be
approximately $19.44 payable in cash. The Exchange Offer shall
commence on the filing date hereof and shall expire at
5:00 p.m., New York City time, on December 5, 2007,
unless extended or earlier terminated by the Company. The
Exchange Offer will be made upon the terms and subject to the
conditions set forth in the prospectus (the
“Prospectus”), which forms a part of the registration
statement filed on the date hereof with the Securities and
Exchange Commission on
Form S-4
(the “Registration Statement”), and in the related
Letter of Transmittal, which are exhibits (a)(1)(i) and
(a)(1)(ii) hereto.
This Schedule TO is being filed in satisfaction of the
reporting requirements of
Rules 13e-4(b)(1)
and (c)(2) promulgated under the Securities Exchange Act of
1934, as amended. Information set forth in the Registration
Statement is incorporated by reference in response to
Items 1 through 13 of this Schedule TO, except those
items as to which information is specifically provided herein.
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Item 1.
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Summary
Term Sheet.
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The information set forth in the Prospectus in the sections
entitled “Summary Terms of the Exchange Offer” and
“Questions and Answers About the Exchange Offer” is
incorporated herein by reference.
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Item 2.
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Subject
Company Information.
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The name of the subject company is The Goodyear Tire &
Rubber Company. The address of the Company’s principal
executive offices is 1144 East Market Street, Akron, Ohio
44316-0001.
The Company’s telephone number is
(330) 796-2121.
The subject class of securities is the Company’s
4.00% Convertible Senior Notes due June 15, 2034. As
of November 6, 2007, $349,798,000 aggregate principal
amount of Convertible Notes was outstanding.
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(c)
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Trading
Market and Price.
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The Notes are not listed on any national securities exchange,
but are designated for trading in The PORTAL Market. To the
knowledge of the Company, there is no established trading market
for the Convertible Notes except for limited or sporadic
quotations.
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Item 3.
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Identity
and Background of Filing Person.
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The Goodyear Tire & Rubber Company is the filing
person and subject company. The business address and telephone
number of the Company are set forth under Item 2(a) of this
Schedule TO and are incorporated herein by reference.
2
Pursuant to Instruction C to Schedule TO, the
following persons are the directors, executive officers and
controlling persons of the Company:
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Name
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Position
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Robert J. Keegan
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Chairman of the Board, Chief Executive Officer and President
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W. Mark Schmitz
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Executive Vice President and Chief Financial Officer
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Richard J. Kramer
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President, North American Tire
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Arthur de Bok
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President, European Union Business
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Jarro F. Kaplan
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President, Eastern Europe, Middle East and Africa Business
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Eduardo A. Fortunato
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President, Latin American Region
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Pierre Cohade
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President, Asia Pacific Region
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Lawrence D. Mason
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President, Consumer Tires, North American Tire
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Joseph M. Gingo
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Executive Vice President, Quality Systems and Chief Technology
Officer
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C. Thomas Harvie
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Senior Vice President, General Counsel and Secretary
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Charles L. Sinclair
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Senior Vice President, Global Communications
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Christopher W. Clark
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Senior Vice President, Global Sourcing
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Kathleen T. Geier
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Senior Vice President, Human Resources
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Darren R. Wells
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Senior Vice President, Finance and Strategy
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Damon J. Audia
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Vice President and Treasurer
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Thomas A. Connell
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Vice President and Controller
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William M. Hopkins
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Vice President
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Isabel H. Jasinowski
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Vice President
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Mark W. Purtilar
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Vice President
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Laura Thompson
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Vice President
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Rodney O’ Neal
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Director
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Shirley D. Peterson
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Director
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John G. Breen
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Director
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Denise M. Morrison
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Director
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William J. Hudson, Jr.
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Director
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James C. Boland
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Director
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Steven A. Minter
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Director
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Thomas H. Weidemeyer
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Director
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Michael R. Wessel
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Director
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G. Craig Sullivan
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Director
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W. Alan McCollough
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Director
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The address and telephone number of each director and executive
officer is:
c/o The
Goodyear Tire & Rubber Company, 1144 East Market
Street, Akron, Ohio
44316-0001,
and each person’s telephone number is
(330) 796-2121.
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Item 4.
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Terms
of the Transaction.
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(a) Material
Terms.
The information set forth in the Prospectus in the sections
entitled “Summary Terms of The Exchange Offer,”
“Questions and Answers About the Exchange Offer,”
“The Exchange Offer,” “Description of Our Common
Stock,” “Description of the Convertible Notes”
and “Certain United States Federal Income Tax
Considerations” is incorporated herein by reference.
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(b) Purchases.
The Company does not believe that any Convertible Notes are
owned by any officer, director or affiliate of the Company and
therefore no securities will be purchased by the Company from
any such persons in the Exchange Offer.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(e) Agreements
Involving the Subject Company’s Securities.
The information set forth in the Prospectus in the sections
entitled “The Exchange Offer,” “Description of
Our Common Stock,” “Description of the Convertible
Notes,” “The Dealer Manager,” “The Exchange
Agent” and “Interests of Directors and Officers,”
and in the related letter of transmittal, is incorporated herein
by reference in response to this item. The Convertible Notes are
governed by an indenture, dated as of July 2, 2004, between
the Company and Wells Fargo Bank, N.A., as trustee, which is
exhibit (d)(ii) hereto.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(a) Purposes.
The information set forth in the Prospectus in the sections
entitled “Summary — Purpose of Exchange
Offer,” “Questions and Answers About the Exchange
Offer — Why are you making the exchange offer?”
and “The Exchange Offer — Purpose, Effect and
Contemplated Benefits” is incorporated herein by reference.
(b) Use
of Securities Acquired.
The Convertible Notes acquired pursuant to the Exchange Offer
will be cancelled by the Company.
(c) Plans.
(1) None.
(2) None.
(3) The information set forth in the Prospectus under the
heading “Capitalization” is incorporated herein by
reference.
(4) None.
(5) None.
(6) None.
(7) None.
(8) None.
(9) None.
(10) None.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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The total amount of funds required to consummate the Exchange
Offer assuming all of the Company’s outstanding Convertible
Notes are validly tendered is approximately $24,000,000, which
includes the aggregate cash payment to be made to the holders of
convertible notes and estimated fees and expenses. The Company
will pay this amount with cash on hand.
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(b) Conditions.
Not applicable.
Not applicable.
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Item 8.
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Interest
in the Securities of the Subject Company.
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(a)
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Securities
Ownership.
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The information set forth in the Prospectus under the heading
“Interest of Directors and Executive Officers” is
incorporated by reference herein.
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(b)
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Securities
Transactions.
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The information set forth in the Prospectus in the section
entitled “Interest of Directors and Executive
Officers” is incorporated by reference herein.
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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(a)
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Solicitations
or Recommendations.
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The information set forth in the Prospectus in the sections
entitled “The Dealer Manager” and “The Exchange
Agent” is incorporated herein by reference. None of the
Company, the dealer manager or the exchange agent is making any
recommendation as to whether holders of Convertible Notes should
tender such Convertible Notes for exchange in the Exchange Offer.
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Item 10.
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Financial
Statements.
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(a)
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Financial
Information.
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The information set forth in the Prospectus in the section
entitled “Consolidated Ratio of Earnings to Fixed
Charges” is incorporated herein by reference. In addition,
the financial statements and other information set forth under
(i) Part II, Item 8 and Part IV,
Item 15 of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006, as adjusted in
the Current Reports on
Form 8-K,
dated May 3, 2007, May 9, 2007 (as amended on
June 20, 2007) and August 24, 2007,
(ii) Part I, Item I of our Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 2007, as adjusted
in the Current Report on
Form 8-K,
dated August 24, 2007, and (iii) Part I,
Item I of our Quarterly Report on
Form 10-Q
for the quarterly period ended September 30, 2007, are, in
each case, incorporated by reference herein and may be accessed
electronically on the SEC’s website at
http://www.sec.gov.
As of September 30, 2007, the Company’s book value per
share was $8.52.
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(b)
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Pro Forma
Information.
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Not applicable.
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Item 11.
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Additional
Information.
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(a)
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Agreements,
Regulatory Requirements and Legal Proceedings.
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The information set forth in the Prospectus in the section
entitled “The Exchange Offer — Conditions to the
Exchange Offer” is incorporated herein by reference.
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(b)
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Other
Material Information.
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Not applicable.
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(a)(1)(i)
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Prospectus, dated November 6, 2007 (incorporated herein by
reference to the Registration Statement on
Form S-4
filed on November 6, 2007).
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(a)(1)(ii)
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Form of Letter of Transmittal (incorporated herein by reference
to Exhibit 99.1 to the Registration Statement on
Form S-4
filed on November 6, 2007).
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(a)(1)(iii)
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Press Release, dated November 6, 2007 (filed on
Form 8-K
on November 6, 2007 pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant to
Rule 13e-4(c)
under the Securities Exchange Act of 1934).
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(b)
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None.
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(d)(i)
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Form of Dealer Manager Agreement (incorporated by reference to
Exhibit 1.1 to the Registration Statement on
Form S-4
filed on November 6, 2007).
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(d)(ii)
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Indenture relating to 4.00% Convertible Senior Notes due
June 15, 2034, dated July 2, 2004, between the Company
and Wells Fargo Bank, N.A., as trustee (incorporated by
reference to Exhibit 4.4 to the Company’s
Form 10-Q
for the quarter ended September 30, 2004, File
No. 1-1927).
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(g)
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None.
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(h)
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Tax Opinion of Covington & Burling LLP (incorporated
by reference to Exhibit 8.1 to the Registration Statement
on
Form S-4
filed on November 6, 2007).
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Item 13.
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Information
Required by
Schedule 13E-3.
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(a) Not applicable.
6
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
THE GOODYEAR TIRE & RUBBER COMPANY
Name: W. Mark Schmitz
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Title:
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Executive Vice President and Chief Financial Officer
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Date: November 6, 2007
7
EXHIBIT INDEX
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Exhibit Number
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Description
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(a)(1)(i)
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Prospectus, dated November 6, 2007 (incorporated herein by
reference to the Registration Statement on
Form S-4
filed on November 6, 2007).
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(a)(1)(ii)
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Form of Letter of Transmittal (incorporated herein by reference
to Exhibit 99.1 to the Registration Statement on
Form S-4
filed on November 6, 2007).
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(a)(1)(iii)
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Press Release, dated November 6, 2007 (filed on
Form 8-K
on November 6, 2007 pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant to
Rule 13e-4(c)
under the Securities Exchange Act of 1934).
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(b)
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None.
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(d)(i)
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Form of Dealer Manager Agreement (incorporated by reference to
Exhibit 1.1 to the Registration Statement on
Form S-4
filed on November 6, 2007).
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(d)(ii)
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Indenture relating to 4.00% Convertible Senior Notes due
June 15, 2034, dated June 2, 2004, between the Company
and Wells Fargo Bank, N.A., as trustee (incorporated by
reference to Exhibit 4.4 to the Company’s
Form 10-Q
for the quarter ended September 30, 2004, File
No. 1-1927).
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(g)
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None.
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(h)
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Tax Opinion of Covington & Burling LLP (incorporated
by reference to Exhibit 8.1 to the Registration Statement
on
Form S-4
filed on November 6, 2007).
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